i3 ENERGY PLC (Incorporated in England and Wales under the Companies Act 2006 with registered number )

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or as to what action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser. If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document, together with the accompanying Form of Proxy, at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Such documents should not, however, be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain these documents. i3 ENERGY PLC (Incorporated in England and Wales under the Companies Act 2006 with registered number ) Shareholder Circular and Notice of General Meeting This document does not constitute a prospectus for the purposes of the prospectus rules of the Financial Conduct Authority nor does it comprise an admission document prepared in accordance with the AIM Rules. Accordingly, this document has not been approved by or filed with the Financial Conduct Authority. This document does not constitute or form part of any offer or invitation to sell or issue or a solicitation of any offer to acquire, purchase or subscribe for Ordinary Shares in any jurisdiction. Subject to the exceptions below, this document must not be distributed to a US Person (as such term is defined in Rule 902 of Regulation S under the US Securities Act of 1933, as amended (the Securities Act )) or within or into the United States, Canada, Japan, South Africa, the Republic of Ireland or Australia. Ordinary Shares have not been and will not be registered under the Securities Act, and may not be offered or sold or subscribed, directly or indirectly, within the United States, Canada, Japan, South Africa, the Republic of Ireland or Australia or to or by any US Person (as such term is defined in Regulation S promulgated under the Securities Act) or any national resident or citizen of Canada, Japan, South Africa, the Republic of Ireland or Australia or any corporation, partnership or other entity created or organised under the laws thereof. Any failure to comply with this restriction may constitute a violation of the United States or other national securities laws. None of the information contained herein has been filed or will be filed with the US Securities and Exchange Commission, any regulator under any state securities laws or any other governmental or self-regulatory authority. Notice of the General Meeting of i3 Energy PLC to be held at the offices of W.H. Ireland Limited at 24 Martin Lane, London, EC4R 0DR, United Kingdom on 27 February 2018 at 2.00 p.m. is set out at the end of this document. The Form of Proxy accompanying this document for use in connection with the General Meeting should be completed and returned in accordance with the instructions thereon so as to be received by the Company s registrars, Link Asset Services, PXS1 34 Beckenham Road, Beckenham, Kent, BR3 4ZF by no later than 2.00 p.m. on 23 February The recommendation of the Directors on the Resolutions to be proposed at the General Meeting is set out on pages 10 and 11 of this document. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish. This document should be read in its entirety in conjunction with the accompanying Form of Proxy and the definitions set out herein. In particular your attention is drawn to the letter from the Chairman, which is set out on pages 7 to 9 of this document, and which recommends that you vote in favour of the Resolutions. The past performance of the Company and its securities is not, and should not be relied on as, a guide to the future performance of the Company and its securities. Neither the content of websites referred to in this document, nor any hyperlinks on such websites is incorporated in, or forms part of, this document. This document is published on 7 February Copies of this document will be available free of charge during normal business hours on weekdays (excluding Saturday, Sunday and public holidays) from the date hereof until 27 February 2018 from the Company s registered office. Copies will also be available to download from the Company s website at

2 TABLE OF CONTENTS Page DEFINITIONS 3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 5 FORWARD LOOKING STATEMENTS 6 LETTER FROM THE CHAIRMAN 7 NOTICE OF GENERAL MEETING 10 2

3 DEFINITIONS The following definitions apply in this document, unless the context otherwise requires: Admission Document the Company s AIM admission document dated 19 July 2017 AIM the market of that name operated by London Stock Exchange plc AIM Rules the rules for AIM companies and their AIM advisers, as published from time to time by the London Stock Exchange in relation to AIM traded securities Company or i3 Energy i3 Energy PLC, registered in England and Wales with company number CREST the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force Directors or Board the directors of the Company, whose names are set out on page 7 of this document Enlarged Issued Ordinary Share Capital Existing Issued Ordinary Share Capital Form of Proxy 39,353,446 Ordinary Shares, comprising the aggregate of the Existing Issued Ordinary Share Capital, the Conversion Shares and the Option Shares (as such terms are defined in paragraph 3 of this Circular) the 34,254,522 Ordinary Shares in issue on the Latest Practicable Date the form of proxy accompanying this document for use by Shareholders in connection with the General Meeting Fundraising means the placing of 8,563,630 new Ordinary Shares raising 2.57m, which took place on 5 February 2018 General Meeting or GM the general meeting of the Shareholders of the Company called pursuant to the notice of General Meeting set out at the end of this document at which the Resolutions will be proposed Group the Company and its subsidiary, i3 Energy North Sea Limited Latest Practicable Date close of business (5.00 p.m. London time) on 6 February 2018, being the latest practicable date prior to the publication of this document London Stock Exchange London Stock Exchange PLC Ordinary Shares the ordinary shares of each in the capital of the Company Placing the conditional placing of the Placing Shares at the Placing Price by W.H. Ireland Limited and FirstEnergy Capital LLP, as described in this Circular Placing Price 30 pence per Ordinary Share Resolutions the resolutions set out in the notice of General Meeting (set out at the end of this document) and which are to be proposed as special resolutions Shareholders the holders of Ordinary Shares from time to time UK the United Kingdom of Great Britain and Northern Ireland U.S. or United States the United States of America, its territories and possessions, any states of the United States of America and the district of Columbia and all other areas subject to its jurisdiction 3

4 References to, pence and p are to British pounds and pence sterling, the currency of the United Kingdom. References to US$ and dollars are to American dollars, the currency of the United States of America. References to times are, unless specified otherwise, references to London time. An exchange rate of 1.00/US$1.39 has been assumed which was the mid-morning rate prevailing on 6 February

5 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Date of publication of this Circular 7 February 2018 Latest time and date for receipt of Forms of Proxy 2.00 p.m. on 23 February 2018 General Meeting 2.00 p.m. on 27 February 2018 Notes: 1. Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a regulatory information service. 2. All of the above times refer to London time unless otherwise stated. 5

6 FORWARD LOOKING STATEMENTS This document contains forward-looking statements. These statements relate to the Group s future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as potential, estimate, expect, may, will or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements in this document are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this document. No statement in this document is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Group undertake any obligation to update forward-looking statements or risk factors other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise. 6

7 Registered Office: New Kings Court Tollgate Chandler s Ford Eastleigh, Hampshire United Kingdom S053 3LG LETTER FROM THE CHAIRMAN i3 ENERGY PLC (Incorporated in England and Wales under the Companies Act 2006 with registered number ) Directors: Neill Ashley Carson Graham Andrew Heath David John Wissler Knox Majid Shafiq Richard Millington Ames (Chief Executive Officer) (Chief Financial Officer) (Non-Executive Chairman) (Non-Executive Director) (Non-Executive Director) To Shareholders Dear Shareholder, Notice of General Meeting 1. Introduction The Company is an independent oil and gas company with assets and operations in the UK. As previously announced, the Company has raised 2.57million through the placing of 8,563,630 new Ordinary Shares to new and existing investors at an issue price of 30 pence per share, representing a 0.4 per cent. premium to the 30-day average price for the week ending 26 January The proceeds of the Fundraising will be used towards prerequisite engineering, trees and wellheads for the Company s development of the Liberator field, and for general corporate purposes. Following the completion of the Fundraising, the Directors have resolved to convene the General Meeting to be held at the offices of W.H. Ireland Limited at 24 Martin Lane, London, EC4R 0DR, United Kingdom on 27 February 2018 at 2.00 p.m. The intention of this document is to provide you with information on the reasons for the General Meeting and the Resolutions proposed, and to explain why the Directors consider the passing of the Resolutions to be in the best interests of Shareholders and the Company as a whole. 2. Amendments to loan notes As set out in the Admission Document, convertible loan notes are held in the Company by a number of investors. Upon completion of the Fundraising, the Company agreed to amend the provisions of its loan note instrument dated 17 July 2017, pursuant to which US$2,500,000 loan notes (the Loan Notes ) were issued by the Company to an existing investor (the Noteholder ). The Loan Notes were previously automatically convertible into new Ordinary Shares if the Company raised at least US$20 million of new equity post-admission (a Relevant Fundraising ). The conversion price in the event of a Relevant Fundraising was the lower of: (i) 75% of the subscription price paid per Ordinary Share pursuant to the Relevant Fundraising; or (ii) 54 cents per Ordinary Share (approximately 39 pence at the current exchange rate). The amended loan note instrument supercedes the existing loan note instrument. The principal amendments are as follows: * Previously, the Company had agreed not to: (i) incur any borrowings exceeding US$4,950,000; or (ii) create, or permit to subsist, any security without the consent of the Noteholder. The former of these has been removed in the amended loan note instrument, and the latter has been amended such that security for the purposes of the undertaking shall not include any security 7

8 granted for the purpose of securing any obligation of the Company in relation to any financing or borrowing provided to the Company to fund the development of its oil and gas assets. These amendments and relaxation of these provisions provides the Company with greater flexibility to negotiate terms for the potential joint venture and other financing arrangements currently under discussion with third parties. * Where an equity fundraising by the Company raises less than US$20 million of new money, the Noteholder shall be entitled to convert a pro-rata proportion of the Loan Notes (such that, for the avoidance of doubt, if a fundraising raises US$15 million, the Noteholder would be entitled to convert 75% of the Loan Notes) at a conversion price per Ordinary Share equal to 75% of the subscription price per Ordinary Share pursuant to such fundraising. * In the event that the Company serves notice on the Noteholder of its intention to redeem the amended Loan Notes in cash, the Noteholder has the right to elect for all of the Loan Notes to instead convert into Ordinary Shares at a conversion price per Ordinary Share equal to the volume weighted average price of the Ordinary Shares over the five business days immediately preceding the date on which the redemption notice is served by the Company. * The maturity date of the Loan Notes is 18 August 2018 (as per the previous terms). Pursuant to the amendments, upon completion of the Fundraising, the Noteholder became entitled to convert US$451,614 of the Loan Notes into 1,427,271 new Ordinary Shares at a price per new Ordinary Share of US$ (being 75% of the subscription price per new Ordinary Share under the Fundraising, and using an exchange rate of GBP1:US$1.4063). The Company has also agreed to convert c.us$48,386 of the amended Loan Notes at US$0.54 per Ordinary Share (approximately 39p at the current exchange rate), bringing the total resulting converted shares to 1,516,876. As a result of this conversion, the outstanding value of the Loan Notes is US$2,000, Authority to allot Ordinary Shares pursuant to existing loan notes and options As at the date of this document, a total of US$2,724, loan notes and 347, loan notes in the Company remain outstanding. At the time of subscription for loan notes, holders notified the Company if they elected for their loan notes to convert into Ordinary Shares (the Conversion Shares ) or be redeemed in certain circumstances (full details of which are set out in the Admission Document). Of the US$2,724, loan notes and 347, loan notes in the Company that remain outstanding, all may be converted into Ordinary Shares by the holders in certain circumstances. The Directors are therefore seeking shareholder approval at the General Meeting to allot the Conversion Shares on a non pre-emptive basis. As at the date of this document, a total of 3,582,048 options to subscribe for Ordinary Shares (the Option Shares ) have been granted to the Company s senior management and directors. As set out in the Company s Admission Document, 3,082,048 of these options are exercisable at a subscription price of 55 pence per Ordinary Share. 500,000 of these options are exercisable at a subscription price of 11 pence per Ordinary Share. The Directors are seeking shareholder approval at the General Meeting to allot the Option Shares on a non pre-emptive basis. 4. Removal of auditors It is proposed that the Company s existing auditors, Deloitte LLP, be removed from office, and that PKF Littlejohn LLP be appointed as the Company s auditors. Authority to remove the current auditors from office is therefore proposed as an ordinary resolution at the General Meeting. 5. The Resolutions The Resolutions are proposed in the notice of General Meeting as set out at the end of this document. They are proposed as ordinary and special resolutions (as applicable). The Directors are seeking at the General Meeting: * first, authority to allot the Conversion Shares (in circumstances where holders of the loan notes elect to do so) and the Option Shares on a non pre-emptive basis; 8

9 * second, authority to allot on a non pre-emptive basis up to a further 12,986,637 new Ordinary Shares (which will represent approximately 33 per cent. of the Enlarged Issued Ordinary Share Capital) going forward, should the Board consider this to be in the best interests of the Company, with such authority to expire at the conclusion of the Company s next annual general meeting; and * third, authority to remove Deloitte LLP from its office as auditor of the Company, with immediate effect. 6. General Meeting A notice convening the General Meeting to be held at the offices of W.H. Ireland Limited at 24 Martin Lane, London, EC4R 0DR, United Kingdom on 27 February 2018 at 2.00 p.m. is set out at the end of this document. 7. Action to be taken You will find enclosed with this document a reply-paid envelope to insert the completed form of proxy for use by Shareholders at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete this form in accordance with the instructions printed on it as soon as possible. To be valid, completed forms of proxy must be received by Link Asset Services, PXS1 34 Beckenham Road, Beckenham, Kent, BR3 4ZF by no later than 2.00 p.m. on 23 February Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the General Meeting if you so wish. New Shareholders should note that, in order to have the right to attend and vote at the meeting, their holding must be entered on the Company s share register by close of business on 23 February Recommendation The Directors consider the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the Resolutions, as they intend to do, or procure to be done, in respect of their own beneficial shareholdings, being at the Latest Practicable Date, in aggregate, 13,138,871 Ordinary Shares, representing approximately 38 per cent. of the Existing Issued Ordinary Share Capital. Yours faithfully David John Wissler Knox Chairman 9

10 NOTICE OF GENERAL MEETING i3 ENERGY PLC (Incorporated in England and Wales under the Companies Act 2006 with registered number ) Notice is hereby given that a General Meeting of i3 Energy PLC (the Company ) will be held at the offices of W.H. Ireland Limited at 24 Martin Lane, London, EC4R 0DR, United Kingdom on 27 February 2018 at 2.00 p.m. for the purposes of considering and, if thought fit, passing the following resolutions. Resolutions 1 to 3 will be proposed as ordinary resolutions and resolutions 4a and 4b will be proposed as special resolutions. Except where otherwise defined herein, the definitions set out in the circular to which this notice of meeting is attached shall apply to this notice. ORDINARY RESOLUTIONS 1. THAT the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the Act ), in addition to all existing authorities, to exercise all the powers of the Company to allot ordinary shares of each in the Company ( Ordinary Shares ) or grant rights to subscribe for, or convert any security into Ordinary Shares up to an aggregate nominal value of , such authority to expire after the period of 5 years after the passing of this resolution, except that the Company may before such expiry make an agreement which would or might require equity securities to be allotted after such expiry (or any revocation or replacement of such authority) and the Directors may allot equity securities pursuant to such agreement as if the authority in question had not expired (or been replaced or revoked), such authority being granted in connection with: (i) the issue of new Ordinary Shares to holders of loan notes in the Company pursuant to the conversion by such holders of their loan notes into Ordinary Shares; and (ii) the issue of new Ordinary Shares to holders of options over shares in the Company pursuant to the exercise by such holders of their options; 2. THAT the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Act to exercise all the powers of the Company to allot Ordinary Shares and to make offers or agreements to allot Ordinary Shares or grant rights to subscribe for or to convert any security into Ordinary Shares up to an aggregate nominal amount of 1,298.66, provided that the authorities in this Resolution 2 shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority in question had not expired. 3. THAT Deloitte LLP be removed as auditors of the Company with immediate effect. SPECIAL RESOLUTIONS 4. THAT, conditional on the passing of Resolutions 1 and 2: a. the Directors be and are hereby generally and unconditionally authorised pursuant to sections 570 and 573 of the Act to make allotments of equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 1 as if section 561 of the Act did not apply to any such allotment, such authority to expire after the period of 5 years after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry date and the Directors may allot equity securities in pursuance of such offer or agreement notwithstanding that the power conferred by this resolution had expired; and b. the Directors be and are hereby generally and unconditionally authorised pursuant to sections 570 and 573 of the Act to make allotments of equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 2 as if section 561 of the Act did not apply to any such allotment, such 10

11 authority to expire at the conclusion of the Company s next annual general meeting, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry date and the Directors may allot equity securities in pursuance of such offer or agreement notwithstanding that the power conferred by this resolution had expired. BY ORDER OF THE BOARD Registered Office: New Kings Court Tollgate Chandler s Ford Eastleigh Hampshire United Kingdom S053 3LG Dated 7 February 2018 Notes: 1. The Resolutions are subject to the approval of the Shareholders (being the holders of Ordinary Shares). 2. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members holding ordinary shares in the capital of the Company and registered on the Company s register of members at close of business on 23 February 2018 (London time) (or, if the General Meeting is adjourned, at close of business on the day which is two days before the date of the adjourned General Meeting) shall be entitled to attend and vote at the General Meeting. 3. If you are a member of the Company at the time set out in note 2 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the General Meeting and you should have received a form of proxy with this document. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. If you do not have a form of proxy and believe that you should have one, or if you require additional forms, please contact the Company s registrars using the contact details set out at note 13 below. 4. A proxy does not need to be a member of the Company but must attend the General Meeting to represent you. Details of how to appoint the Chairman of the General Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the General Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. 5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Company s registrars using the contact details set out at note 13 below. 6. To direct your proxy on how to vote on the Resolutions, please mark the appropriate box with an X. To abstain from voting, select the relevant Vote Withheld box. A vote withheld is not a vote in law, which means that the vote will not be counted in calculation of votes for or against the relevant Resolution. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting. 7. The notes to the proxy form explain how to direct your proxy, how to vote on each Resolution or withhold your vote. If you return more than one proxy appointment, either by paper or electronic communication, the proxy appointment received last by the Company s registrars before the latest time for receipt of proxies will take precedence. To appoint a proxy using the proxy form, the form must be: (a) completed and signed; (b) sent to Link Asset Services, PXS1 34 Beckenham Road, Beckenham Kent, BR3 4ZF or hand delivered to Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU; and (c) received no later than 2.00 p.m. on 23 February 2018 or 48 hours before the time fixed for any adjourned meeting at which the proxy is to vote. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. 8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company s register of members in respect of the joint holding (the first-named being the most senior). 9. The return of a completed form of proxy, other such instrument or any CREST Proxy Instruction (as described in note 12 below) will not prevent a shareholder attending the General Meeting and voting in person if he/she wishes to do so. 10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting (and any adjournment of the General Meeting) by using the procedures described in the CREST Manual (available from CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 11. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuers agent Link Asset Services ID RA10 by 2.00 p.m. on 23 February For this purpose, the time of 11

12 receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuers agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 12. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations Members who have general queries about the General Meeting should do so by calling Link Asset Services on (or, if calling from outside the UK, on +44 (0) ). Calls cost 12p per minute plus your phone company s access charge. Calls from outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00 17:30, Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide investment advice, nor advise you on how to cast your vote on the Resolutions. 14. If a corporation is a member of the Company, it may by resolution of its directors or other governing body authorise one or more persons to act as its representative or representatives at the General Meeting and any such representative or representatives shall be entitled to exercise on behalf of the corporation all the powers that the corporation could exercise if it were an individual member of the Company. Corporate representatives should bring with them to the General Meeting either an original or certified copy of the appropriate board resolution or an original letter confirming the appointment, provided it is on the corporation s letterhead and is signed by an authorised signatory and accompanied by evidence of the signatory s authority. 15. As at 6 February 2018 (being the latest practicable business day prior to the date of posting of this notice of General Meeting), the Company s issued Ordinary Share capital comprised 34,254,522 Ordinary Shares of each and therefore the total voting rights in the Company as at that time were 34,254,522. Black&Callow c113846